CHARTERED PROFESSIONAL ACCOUNTANTS OF ONTARIO

CHARTERED PROFESSIONAL ACCOUNTANTS OF ONTARIO BYLAWS Bylaws relating generally to the conduct of the affairs of the Chartered Professional Accountants of Ontario Amended September 28, 2017 TABLE OF CONTENTS 1. GENERAL PROVISIONS... 1 1.1 Meaning of Words... 1 1.2 Rulings... 6 1.3 References to Writing... 6 1.4 Headings... 6 1.5 Statute Changes... 6 1.6 Head Office... 7 2. COMPLIANCE WITH BYLAWS, RULES AND REGULATIONS... 7 2.1 Regulations... 7 2.2 Compliance General... 7 2.3 Compliance Suspension... 7 2.4 Compliance Revocation... 7 2.5 Compliance Public Accounting... 8 3. GOVERNANCE... 8 3.1 Council... 8 3.2 Elected Council Members... 8 3.3 Qualifications... 8 3.4 Council Elections... 10 3.5 Call for Nominations... 10 3.6 Election Method... 10 3.7 Meetings of the Council... 10 3.8 Voting... 11 3.9 Written Resolutions... 13 3.10 Quorum... 13 3.11 Vacancies... 13 3.12 Removal of Council Members... 13 3.13 Remuneration of Council Members... 13 3.14 Disclosure of Interest... 14 3.15 Responsibility for Acts... 14 3.16 Officers... 14 3.17 Committees of the Council... 15 3.18 Other Committees... 16 3.19 Local Committees, District and Student Associations... 17 4. MEMBERSHIP... 17

4.1 Admission... 17 4.3 Classes... 17 4.4 Associates... 18 4.5 Repealed June 18, 2014... 18 4.6 Fellows... 18 4.7 Life Members... 19 4.8 Honorary members... 19 4.9 Recognition of Specialists... 20 4.10 Member Contact Obligations... 20 4.11 Member Name... 21 4.12 Bankruptcy or Insolvency... 21 4.13 Professional Liability Insurance... 21 4.14 Professional Development... 21 4.15 Register... 22 4.16 Membership Certificates... 22 4.17 Firms... 22 4.18 Resignation... 23 4.19 Suspension of Membership... 23 4.20 Revocation of Membership... 24 4.21 Appeals... 24 4.22 Dues... 25 4.23 Readmission... 25 4.24 Liability of Members... 25 4.25 Consent to Disclosure... 25 4.26 Legacy Member Rights... 26 5. MEETINGS OF THE MEMBERS... 27 5.1 Annual Meeting... 27 5.2 General Meeting... 27 5.3 Notice of Meetings... 28 5.4 Council Members... 28 5.5 Quorum... 28 5.6 Voting by Members... 28 5.7 Proxies... 29 5.8 Show of Hands... 29 5.9 Chair... 29 5.10 Polls... 29 5.11 Adjournments... 30 5.12 Conduct of Meetings... 30 6. STUDENTS AND APPLICANTS... 30 6.1 General... 30 6.2 Registration... 30 6.3 Conduct... 31 6.4 Deregistration... 31 6.5 Requirements... 31 6.6 Appeal... 32 ii

6.7 Training Offices... 32 6.8 Consent to Disclosure... 32 7. STANDARDS OF THE PROFESSION... 32 7.1 Standards of Conduct... 32 7.2 Deemed Knowledge of Firms... 33 7.3 Complaints... 33 7.4 Professional Conduct Committee... 33 7.5 Reviewer of Complaints... 33 7.6 Discipline Committee... 34 7.7 Appeal... 34 7.8 Public Notice... 35 8. CUSTODIANSHIP AND CAPACITY... 35 8.1 Custodianship... 35 8.2 Capacity Investigation... 35 8.3 Capacity Committee... 36 8.4 Appeals... 36 9. PUBLIC ACCOUNTING LICENCES... 36 9.1 Entitlement... 36 9.2 Requirement of a Licence or Certificate... 36 9.3 Issuance of New Public Accounting Licence... 37 9.4 Renewal of Public Accounting Licence... 37 9.5 Discretion in Issuance and Renewal of Licence... 37 9.6 Issuance and Renewal of a Certificate of Authorization... 37 9.7 Loss of Licence or Certificate of Authorization... 38 9.8 Required Disclosures by Public Accountants... 38 9.9 Public Accounting Licensing Board... 38 9.10 Membership Committee... 38 9.11 Consent to Disclosure of Information and Documentation... 38 9.12 Mandatory Registration with the Canadian Public Accountability Board. 38 10. PRACTICE INSPECTION... 39 10.1 Practice Inspection Program... 39 10.2 Powers... 39 11. MEMBER SERVICES... 39 11.1 Programs... 39 11.2 Practice Advisory... 40 12. INSURANCE AND INDEMNIFICATION... 40 12.1 Insurance... 40 12.2 Liability Exclusion... 41 12.3 Indemnification... 42 13. DOCUMENTS AND FINANCIAL MATTERS... 43 13.1 Cheques, Drafts, Notes, Etc.... 43 13.2 Execution of Documents... 43 13.3 Books and Records... 44 13.4 Retention of Documents... 44 13.5 Banking... 44 iii

13.6 Deposit of Securities... 44 13.7 Borrowing... 45 13.8 Specific Borrowing Authority... 45 13.9 Investments... 45 13.10 Affiliations... 45 13.11 Grants and Donations... 46 13.12 Financial Year... 46 13.13 Auditors... 46 14. NOTICE... 46 14.1 Method of Notice... 46 14.2 Computation of Time... 47 14.3 Omissions and Errors... 47 14.4 Electronic Mail Address... 47 14.5 Notices to CPA Ontario... 47 14.6 Electronic Signatures... 48 15. BY-LAWS AND AMENDMENTS, ETC.... 48 15.1 Enactment... 48 15.2 Repeal... 48 15.3 Exception... 48 15.4 Proviso... 48 15.5 Effective... 49 iv

BYLAWS Bylaws relating generally to the conduct of the affairs of the Chartered Professional Accountants of Ontario ( CPA Ontario ) Amended September 28, 2017 WHEREAS The Certified General Accountants Association of Ontario, Certified Management Accountants of Ontario and The Institute of Chartered Accountants of Ontario were amalgamated and continued as CPA Ontario by the Chartered Professional Accountants of Ontario Act, 2017, as amended from time to time; Amended September 28, 2017 AND WHEREAS it is considered expedient to enact Bylaws relating generally to the conduct of the affairs of CPA Ontario; BE IT THEREFORE ENACTED as Bylaws of CPA Ontario as follows: 1. GENERAL PROVISIONS 1.1 Meaning of Words In this Bylaw and all other bylaws, resolutions, regulations, policies and other documents of CPA Ontario, words have the same meaning as they do in the Act and, unless the context otherwise requires: 1.1.1 the singular includes the plural; 1.1.2 the masculine gender includes the feminine; 1.1.3 Act means the Chartered Professional Accountants of Ontario Act, 2017, as amended from time to time, and includes the provisions of the Corporations Act (Ontario) that apply to CPA Ontario; Amended September 28, 2017 1.1.4 Applicant means any person applying to CPA Ontario under the bylaws; 1.1.5 bylaw or bylaws means these Bylaws and any other bylaws of CPA Ontario that may be in force; 1.1.6 certificate of authorization means a certificate of authorization issued to a professional corporation pursuant to the Public Accounting Act, 2004 to permit it to engage in the practice of public accounting; Bylaws 1

1.1.7 CA Designation means the designation Chartered Accountant and the initials CA or C.A. ; New September 28, 2017 1.1.8 CGA Designation means the designation Certified General Accountant and the initials CGA or C.G.A. ; New September 28, 2017 1.1.9 CGA Ontario means The Certified General Accountants Association of Ontario; New February 21, 2014 1.1.10 CMA Designation means the designation Certified Management Accountant and the initials CMA or C.M.A. ; New September 28, 2017 1.1.11 CMA Ontario means the Certified Management Accountants of Ontario; New February 21, 2014 1.1.12 Code of Professional Conduct means the bylaws of CPA Ontario that relate generally to the standards of practice and rules of professional conduct and are designated as the CPA Code of Professional Conduct in force from time to time; 1.1.13 Committee means any committee established by the Council pursuant to the bylaws; 1.1.14 Council means the governing council of CPA Ontario; 1.1.15 Council Member has the meaning ascribed to it in Section 3.1; 1.1.16 CPA Designation means the designation Chartered Professional Accountant and the initials CPA or C.P.A. ; New September 28, 2017 1.1.17 CPAB means the Canadian Public Accountability Board; 1.1.18 documents includes deeds, mortgages, hypothecs, charges, conveyances, transfers and assignments of property, real or personal, immovable or movable, agreements, releases, receipts and discharges for the payment of money or other obligations, conveyances, transfers and assignments of shares, bonds, debentures or other securities and all paper writings; and also includes data and information in electronic form; Bylaws 2

1.1.19 electronic signature means electronic information that a person creates or adopts in order to sign a document, and that is in, attached to or associated with the document; 1.1.20 Firm means an entity registered under Section 23 of the Act and may be: (a) a partnership, including a limited liability partnership established under Section 27 of the Act, or other association of Members; (b) a professional corporation; or (c) a sole proprietor; Amended September 28, 2017 1.1.21 ICAO means The Institute of Chartered Accountants of Ontario; New September 28, 2017 1.1.22 immediate family member means an individual s spouse, common law spouse, parent, sibling, natural or adopted children, natural grandchildren or a child legally adopted by the natural or adopted child of the individual such that the child is considered a grandchild of the individual; 1.1.23 in good standing means a person who has not resigned or been suspended from membership or registration or had membership or registration revoked; 1.1.24 legacy CA Member means a Member who is entitled to use the designation Chartered Accountant; New February 21, 2014 1.1.25 legacy CGA Member means a Member who is entitled to use the designation Certified General Accountant; New February 21, 2014 1.1.26 legacy CMA Member means a Member who is entitled to use the designation Certified Management Accountant; New February 21, 2014 1.1.27 legacy designation means the CA Designation, the CMA Designation or the CGA Designation, and legacy designations means all such designations; Amended September 28, 2017 1.1.28 legacy Member means a Member who is also a legacy CA Member, a legacy CGA Member or a legacy CMA Member, and legacy Members means all such Members; New September 28, 2017 Bylaws 3

1.1.29 licence means a licence issued to a Member pursuant to the Public Accounting Act, 2004 to permit the Member to engage in the practice of public accounting; 1.1.30 Member means any individual who is admitted as a member of CPA Ontario according to the bylaws, but does not include a Student or Applicant; 1.1.31 organization includes corporation, company, society, association, Firm or similar body as well as any department or division of a government or a Crown corporation, agency, board or commission established by or pursuant to statute; 1.1.32 PAC Standards mean the Standards and Guidelines of the Public Accountants Council for the Province of Ontario, as amended from time to time; 1.1.33 person means an individual, firm, trust, partnership, limited partnership, company or corporation (with or without share capital), joint venture, sole proprietorship, governmental authority or any entity of any kind; New September 28, 2017 1.1.34 practice of public accounting means the provision of the services described in s. 2 of the Public Accounting Act, 2004, excluding any exceptions to services listed in s. 3 of that Act; 1.1.35 practising office means an office of a Member or Firm engaged in the practice of public accounting or in providing accounting services to the public or both; for student registration purposes, and subject in that regard to such conditions as may be stipulated by the Council from time to time, "practising office" also includes Members holding the office of Auditor General of Canada or of Auditor General of Ontario; 1.1.36 profession means the profession of chartered professional accountants in Ontario and professional refers to an individual practising that profession; Amended October 19, 2012 and September 28, 2017 1.1.37 professional colleague means a Member of CPA Ontario or a member of a provincial body; 1.1.38 professional corporation means a corporation established under Section 28 of the Act; Amended September 28, 2017 1.1.39 providing accounting services to the public includes: Bylaws 4

(i) the performance of any engagement addressed by standards in the CPA Canada Handbook- Assurance for which a licence is not required under the Public Accounting Act, 2004 to perform the engagement; (ii) (iii) (iv) (v) accounting insofar as it involves analysis, advice and interpretation in an expert capacity, but excluding record keeping; taxation, insofar as it involves advice and counselling in an expert capacity, but excluding mechanical processing of returns; compilation services, if it can reasonably be expected that all or any portion of the compilation or associated materials prepared by the Member providing the service will be relied upon or used by a third party, whether or not a licence is required under the Public Accounting Act, 2004; and such other services and activities as may be included by the Council by resolution from time to time; and all references in the Code of Professional Conduct to public accounting shall be read as though they were also references to providing accounting services to the public ; 1.1.40 provincial body means an organization or ordre for the regulation of Chartered Accountants or Chartered Professional Accountants incorporated in any province or territory of Canada other than Ontario, or in Bermuda, and any other organization as set out in the regulations; 1.1.41 public accounting engagement means an engagement in which a Member or Firm provides any service described in s. 2 of the Public Accounting Act, 2004, and excludes the services listed in s. 3 of that Act; 1.1.42 public representative means an individual who is not a member, former member, student or former student of any accounting body; 1.1.43 registration certificate means a certificate issued under the Act, bylaws, or regulations to a professional corporation; 1.1.44 regulations means the regulations and rules of CPA Ontario in force from time to time; Bylaws 5

1.1.45 Rules means the rules of practice and procedure made under Section 25.1 of the Statutory Powers Procedure Act and adopted by CPA Ontario; Amended September 28, 2017 1.1.46 sole proprietor means a Member providing accounting services to the public or practising public accounting other than in association with any other Member; and 1.1.47 Student means any individual who is registered as a student with CPA Ontario according to the bylaws. 1.2 Rulings In the event of any dispute as to the intent or meaning of any bylaw or of any rule of professional conduct or regulation made, adopted or enacted pursuant to the bylaws, the ruling of the Council on the construction and interpretation thereof will be final and conclusive. In addition to all its other powers, the Council may publish interpretations for the information and guidance of Members and Firms on matters related to the bylaws, regulations and Code of Professional Conduct. 1.3 References to Writing References to writing will be construed as including, where necessary or appropriate, references to printing, facsimile, electronic mail, and other modes of representing or reproducing words in a visible form. 1.4 Headings Headings used in the bylaws are for convenience of reference only and will not affect the interpretation of the bylaws. 1.5 Statute Changes A reference in a bylaw, rule of professional conduct, regulation or Council interpretation to an Act of the Parliament of Canada or a provincial legislature, the citation or name of which has changed as a result of a general revision of the statutes or an amendment to the applicable Act, shall be deemed to be a reference to the corresponding Act or provision of an Act after the change in name or change in citation; and the Council shall cause the necessary change to the citation or name set out in the published bylaw, rule of professional conduct, regulation or Council interpretation to be made at a convenient time of republication. Bylaws 6

1.6 Head Office The head office of CPA Ontario shall be in the City of Toronto in the Province of Ontario, at such place as the Council may determine from time to time by resolution. 2. COMPLIANCE WITH BYLAWS, RULES AND REGULATIONS 2.1 Regulations The Council may make regulations with regard to any matter not inconsistent with provincial or federal legislation or the bylaws of CPA Ontario, and in particular may make regulations pursuant to or in furtherance of the objects set out in the Act. 2.2 Compliance General All Members, Students, Applicants, and Firms by their application for or continuance of membership or registration shall agree and shall be deemed to have agreed with CPA Ontario to the terms of the bylaws, Code of Professional Conduct and regulations of CPA Ontario, as applicable, and all acts or things done thereunder, including the giving of any notice, publishing or releasing information and the interpretation of any bylaw, rule of professional conduct or regulation by the Council pursuant to these bylaws. 2.3 Compliance Suspension Where all of the rights and privileges of a Member, Student, Applicant, or Firm under the Act and the bylaws are or become suspended under these bylaws, the regulations or Code of Professional Conduct, such individual or Firm shall, during the period of suspension, continue to be responsible for all dues and to be subject to the disciplinary powers of CPA Ontario as fully and to the same extent as if such rights and privileges had not been or become suspended. 2.4 Compliance Revocation An individual whose membership is revoked continues to be responsible for all dues and remains subject to the disciplinary powers of CPA Ontario as fully and to the same extent as if that person were a Member, subject to any limitations set out in the Act. Bylaws 7

2.5 Compliance Public Accounting A holder of a public accounting licence or certificate of authorization issued by CPA Ontario remains subject to the disciplinary powers of CPA Ontario as fully and to the same extent, regardless of whether the membership or registration of that holder has been suspended or revoked. 3. GOVERNANCE 3.1 Council The affairs of CPA Ontario shall be managed by a Council composed of fifteen (15) elected Council Members and four (4) public representatives appointed by the Lieutenant Governor in Council (collectively, the Council Members ). Should the Lieutenant Governor in Council not appoint the number of public representatives provided for in the Act the legal constitution of the Council or its ability to manage the affairs of CPA Ontario shall not be adversely affected., June 18, 2014 and September 28, 2017 3.2 Elected Council Members Elected Council Members, subject to the provisions of Section 3.3, shall be elected in the manner set out in Section 3.4, and shall hold office until the third Annual Meeting after election to office or until the successor to the Council Member has been elected and qualified. and September 28, 2017 3.3 Qualifications Each elected Council Member shall: 3.3.1 be, at the date of the election of the Member and thereafter remain throughout the term of office, a Member in good standing of CPA Ontario who is qualified by the terms of this Section 3.3 to hold office; 3.3.2 be at least eighteen (18) years of age; 3.3.3 not be an undischarged bankrupt or a mentally incompetent person; 3.3.4 not have, at the time of the election, served as a Council Member or a member of the Board of Directors of ICAO, CMA Ontario or CGA Ontario for a total of eight (8) years or more, excluding any period of time the Council Member Bylaws 8

served as an elected officer of CPA Ontario, ICAO, CMA Ontario or CGA Ontario;, June 18, 2014 and September 28, 2017 3.3.5 not be, nor shall any immediate family member be, at the date of the election of the Member and thereafter throughout the term of office, an employee of CPA Ontario or any organization with which it is affiliated;, June 18, 2014 and September 28, 2017 3.3.6 not have, within the five (5) years immediately preceding the date of the election and throughout the term of the office: 3.3.6.1 been found guilty of any offence for which an obligation would arise to report to CPA Ontario under the Code of Professional Conduct; 3.3.6.2 been found to have committed professional misconduct; Amended September 28, 2017 3.3.6.3 entered into a settlement agreement with the Professional Conduct Committee; or 3.3.6.4 been the subject of a matter that would require informing CPA Ontario under Rule 102 of the Code of Professional Conduct; and New February 21, 2014 3.3.7 not be, as of the date of the election and thereafter throughout the term of office, the subject of an investigation or referral by the Professional Conduct Committee. If a person ceases to be qualified by the terms of Subsection 3.3.1 to 3.3.6 to hold office, the person thereupon ceases to be a Council Member, and the vacancy so created may be filled in the manner prescribed by Section 3.11. If a person ceases to be qualified by the terms of Subsection 3.3.7, the person thereupon is suspended from the Council, and has none of the rights and privileges of a Council Member, until such time as the investigation or complaint by the Professional Conduct Committee is concluded or the person becomes disqualified under this Section 3.3. Bylaws 9

3.4 Council Elections Subject to the other provisions of Section 3, at each Annual Meeting held pursuant to Section 5.1 a number of Council Members equal to the number of elected Council Members retiring shall be elected for the term of office set out in Section 3.2., June 18, 2014 and September 28, 2017 3.5 Call for Nominations Not later than sixty (60) days prior to the date of the meeting of Members at which the election of Council Members is to be held, the Secretary shall send a notice to all Members calling for nominations for candidates for the office of Council Member, and requiring that each nomination: 3.5.1 be made in writing; 3.5.2 be signed by the number of nominators, who shall be Members in good standing, as the Council may stipulate; 3.5.3 be signed by the nominee, certifying the nominee s consent to the nomination and that the nominee is qualified to be a Council Member, pursuant to Section 3.3; and 3.5.4 be delivered to the Secretary not later than thirty-five (35) days prior to the date of the meeting at which the election of Council Members is to be held. 3.6 Election Method Where: 3.6.1 the number of candidates nominated is equal to the number of offices to be filled, the Secretary shall cast a single ballot electing that number of candidates for the offices; and 3.6.2 the number of candidates nominated is greater than the number of offices to be filled, the election shall be by ballot, in the form and manner prescribed by the Council. 3.7 Meetings of the Council 3.7.1 Meetings of the Council shall be held at least four times in each financial year of CPA Ontario at such times and places within or outside Ontario, as designated in the notice calling the meeting. Meetings of the Council may be called by the Chair, the Vice-Chair, or any two (2) Council Members. 3.7.2 Notice of meetings of the Council shall be given to each Council Member either by telephone, facsimile, email or other electronic method not less than two (2) Bylaws 10

3.8 Voting days before the meeting is to take place, or by prepaid letter post not less than ten (10) days before the meeting is to take place. The statutory declaration of the Chair or Vice-Chair that notice has been given pursuant to this bylaw shall be sufficient and conclusive evidence of the giving of such notice. No formal notice of a meeting is necessary if all Council Members are present or if those absent have signified their consent to the meeting being held without notice and in their absence., June 18, 2014 and September 28, 2017 3.7.3 The Council may appoint one or more days in each year for regular meetings of the Council at a place and time named; notwithstanding Subsection 3.7.2, no further notice of the regular meetings need be given. The Council shall hold a meeting within seven (7) days of the Annual Meeting of CPA Ontario for the purpose of organization, the election and appointment of Officers and the transaction of any other business. 3.7.4 If all persons who are Council Members or members of a Committee of the Council (as the case requires) consent thereto generally or in respect of a particular meeting and each has adequate access, such persons may participate in a meeting of the Council or Committee by means of such conference telephone or other communications facilities as permit all persons participating in the meeting to hear each other, and a person participating in such a meeting by such means is deemed to be present at the meeting; provided that, at the outset of each such meeting, and whenever votes are required, the chair of the meeting shall call roll to establish quorum, and shall, whenever not satisfied that the proceedings of the meeting may proceed with adequate security and confidentiality, unless a majority of the persons present at such meeting otherwise require, adjourn the meeting to a predetermined date, time and place. 3.8.1 Each Council Member shall have one (1) vote on all questions arising at any meeting of the Council. Except as provided in Subsections 3.8.2 and 3.8.3, questions arising at any meeting of the Council shall be decided by a majority vote. In the case of an equality of votes, the question shall be deemed to have been lost. 3.8.2 Except if and as required by law, until the Annual Meeting in 2018, the Council shall not consider any question, including, but not limited to, additional requirements, that, if passed, Bylaws 11

could impede the access of a Member with a legacy designation to any part of the profession that such a Member had access to through that legacy designation. New February 21, 2014 3.8.3 Until the Annual Meeting in 2018, all questions regarding the following shall be made by bylaw amendment and shall also require a majority vote of at least 75% of the number of members that comprise Council, failing which the question will be deemed to have been lost: New February 21, 2014 and amended June 18, 2014 3.8.3.1 Undertaking any change to the CPA certification program as set out in the regulations which could substantively change: 3.8.3.1.1 The inclusion of management accounting, financial reporting, strategy and governance, audit and assurance, finance, and taxation as foundational components of the certification program; 3.8.3.1.2 The rigour of the program to such an extent as it might reasonably and adversely impact the maintenance of existing Mutual Recognition Agreements; 3.8.3.1.3 The practical experience requirements; or 3.8.3.1.4 Access to membership. New February 21, 2014 3.8.3.2 Promoting any accounting designation other than Chartered Professional Accountant; New February 21, 2014 3.8.3.3 Any decision which results in materially less rigour in any existing rule of professional conduct; and New February 21, 2014 3.8.3.4 Any decision which might reasonably lead to a reduction in Chartered Professional Accountants of Canada s commitment to support standard setting or reduces the current level of support for setting accounting and assurance standards. New February 21, 2014 3.8.4 At every meeting of the Council, every question shall be decided by a show of hands unless a poll on the question is required by the chair or requested by any Council Member. A declaration by the chair that a resolution has been Bylaws 12

carried and an entry to that effect in the minutes is conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against the resolution. New February 21, 2014 3.9 Written Resolutions A resolution in writing, signed by all the persons entitled to vote on that resolution at a meeting of the Council or Committee, is as valid as if it had been passed at a meeting of the Council or Committee called, constituted and held for that purpose. 3.10 Quorum A quorum for the transaction of business at meetings of the Council shall be eight (8) Council Members, and no business shall be transacted at any meeting unless the requisite quorum is present at the commencement of such business. and June 18, 2014 3.11 Vacancies So long as a quorum of the Council Members remains in office, a vacancy in the position of an elected Council Member may be filled for the remainder of the term of that position by the Council Members then in office. If no quorum of the Council Members exists, the remaining Council Members shall forthwith call a General Meeting to fill the vacancies in the Council. 3.12 Removal of Council Members The Members entitled to vote may, by resolution passed by at least two-thirds (2/3) of the votes cast at a General Meeting of which notice specifying the intention to pass the resolution has been given, remove any elected Council Member, including any Council Member elected under Section 3.11, before the expiration of the term of office, and may, by a majority of the votes cast at that meeting, elect any person, subject to Subsection 3.12.2, in the place and stead of the person removed for the remainder of the term of the removed Council Member. 3.13 Remuneration of Council Members 3.13.1 The Council Members shall serve without remuneration; provided, however, that Council Members shall be entitled to be reimbursed for reasonable expenses incurred in carrying out their duties. Bylaws 13

3.13.2 Notwithstanding Subsection 3.13.1, the Council may, by resolution, fix a stipend to be paid to the Chair in compensation for the duties and responsibilities of that position. 3.13.3 Notwithstanding Subsection 3.13.1, the Council may, by resolution, fix an honorarium to be paid to public representatives for their attendance at meetings. 3.14 Disclosure of Interest Each Council Member who is in any way directly or indirectly interested in any contract or transaction or proposed contract or transaction with CPA Ontario shall disclose such interest in accordance with the provisions of the Corporations Act and any conflict of interest policy passed by the Council from time to time. 3.15 Responsibility for Acts The Council Members shall not be under any duty or responsibility in respect of any contract, act or transaction whether or not made, done or entered into in the name or on behalf of CPA Ontario, except such as shall have been submitted to and authorized or approved by the Council. 3.16 Officers 3.16.1 At the first meeting of the Council after a vacancy in the office of Chair, the Council shall elect a Chair from among the elected Council Members. The Chair shall hold office until the second Annual Meeting of the Members after election to office or until the successor to the office of Chair has been elected. Amended September 28, 2017 3.16.2 At the first meeting of the Council following the Annual Meeting of the Members, the Council shall elect a Vice-Chair, Secretary, and Treasurer from among the elected Council Members, who shall hold office until the next Annual Meeting of the Members or until the successor to the office has been elected and qualified. 3.16.3 The powers and duties of the officers are set out in the regulations. 3.16.4 The Council may from time to time elect such other officers as it considers expedient, to hold office at the pleasure of the Council, the duties and powers of whom shall be such as the terms of their appointment call for or the Council prescribes. Bylaws 14

3.16.5 An officer, other than the Chair, is eligible for election or re-election for a maximum of six (6) one-year terms which may, but need not be, consecutive. 3.16.6 The Chair is not eligible for re-election. 3.16.7 Any officer may be removed by resolution of the Council at a meeting of which notice of intention to present such a resolution has been given to all Council Members. 3.17 Committees of the Council 3.17.1 The Council shall, at the first meeting of the Council after each Annual Meeting, appoint from among its number the following Committees: and September 28, 2017 3.17.1.1 Finance and Audit Committee with responsibility for liaising with the auditors, addressing matters relating to the financial statements, and overseeing the financial management and internal financial reporting policies and practices of CPA Ontario and the powers and responsibilities specified in the bylaws and regulations; and Amended September 28, 2017 3.17.1.2 Governance and Nominating Committee, with responsibility for all governance matters and documents, and overseeing the nominations and elections processes of CPA Ontario. 3.17.2 The Council may also appoint from among its number such other standing and ad hoc Committees as it may determine from time to time by resolution. 3.17.3 The Council may, in its discretion, appoint persons who are not Council Members to any Committee established pursuant to this Section 3.17, in accordance with the terms of reference of that Committee. 3.17.4 The members of each Committee established pursuant to this Section 3.17 shall hold office only until the next Annual Meeting following their appointment or until their successors have been appointed, and may be re-appointed for successive terms in accordance with the terms of reference of that Committee. 3.17.5 Each Committee established pursuant to this Section 3.17 shall have a mandate and act in accordance with its terms of reference as passed by Council resolution, and shall be empowered to give advice and make recommendations to the Council. Bylaws 15

3.18 Other Committees 3.18.1 The Council shall appoint, for such term as it may specify, the members of the following Committees, none of whom shall be Council Members: 3.18.1.1 Professional Conduct Committee, with all the powers and responsibilities of the complaints committee specified in the Act and the PAC Standards; 3.18.1.2 Discipline Committee, with all the powers and responsibilities specified in the Act and the PAC Standards; 3.18.1.3 Capacity Committee, with all the powers and responsibilities specified in the Act; 3.18.1.4 Appeal Committee, to hear and determine appeals from the Discipline and Capacity Committees, with all the powers and responsibilities specified in the Act and the PAC Standards; 3.18.1.5 Public Accounting Licensing Board, with all the powers and responsibilities specified in the PAC Standards; and 3.18.1.6 Membership Committee, to hear and determine appeals and reviews from decisions of the Registrar and the Public Accounting Licensing Board and other matters as specified in the bylaws and regulations, with all the powers and responsibilities specified in the Act and the PAC Standards. 3.18.2 The Council may, from time to time, provide for such other committees as it deems necessary or desirable. 3.18.3 Every Committee appointed by the Council pursuant to this Section 3.18 shall be governed by regulations and shall conduct itself and carry out its duties and responsibilities in accordance with the regulations. 3.18.4 Unless specifically provided otherwise in regulations, a Committee may sit in panels for any purpose and the quorum for any Committee is three (3) Members. 3.18.5 Except as otherwise provided in regulations, each Committee appointed pursuant to this Section 3.18 has the power to make decisions and such decisions shall not be altered or vacated except in accordance with any appeal or review procedure provided in the Act, bylaws or regulations. Bylaws 16

3.18.6 Notwithstanding the term of membership set out in the bylaws or regulations, the Council may remove any member of a Committee appointed under Section 3.17 or 3.18 by resolution passed by two-thirds of the votes cast by the Council Members. 3.19 Local Committees, District and Student Associations 3.19.1 The Council may, by resolution, permit Members or Students to organize local committees or associations. 3.19.2 Such local committees or associations shall not speak or act on behalf of CPA Ontario without the express authority of the Council given by resolution. 3.19.3 A local committee or association may be dissolved at any time by resolution of the Council. 4. MEMBERSHIP 4.1 Admission Any individual who meets the requirements and qualifications for membership set out in the regulations shall be admitted as a Member of CPA Ontario. 4.2 Use of Designation Only Members in good standing are permitted to use the initials and designations set out in the Act, the bylaws or regulations, and such use is subject to any conditions or restrictions contained in the bylaws or regulations, which conditions or restrictions may include a prohibition on using one or more designations and initials. 4.3 Classes There shall be four (4) classes of membership in CPA Ontario: 4.3.1 Associates; 4.3.2 Fellows; 4.3.3 Life Members; and Bylaws 17

4.3.4 Honorary members. The members of all classes are Members, except as otherwise expressly provided in the bylaws. Amended June 18, 2014 4.4 Associates 4.4.1 The Registrar shall admit, as an Associate, any individual who has: 4.4.1.1 met the educational, examination, practical experience and such other requirements as may be established in the regulations; 4.4.1.2 applied for membership as an Associate in accordance with the regulations and paid the prescribed fee; and 4.4.1.3 provided the Registrar with such satisfactory references as to his or her character, such particulars as to his or her employment experience and such further information as the Registrar may require. 4.5 Repealed June 18, 2014 4.6 Fellows 4.6.1 Any Associate in good standing may, by two-thirds of the votes cast by the Council Members, be admitted a Fellow. Amended June 18, 2014 4.6.2 An Associate may be admitted a Fellow posthumously. Amended June 18, 2014 4.6.3 Each legacy CMA Member, legacy CGA Member and legacy CA Member who was a Fellow in good standing of CMA Ontario, CGA Ontario or ICAO, as the case may be, when the Act came into force, is deemed to have been elected a Fellow of CPA Ontario. New February 21, 2014, amended June 18, 2014 and September 28, 2017 4.6.4 The Council may, by two-thirds of the votes cast by the Council Members, revoke the Fellowship at any time, and shall revoke the Fellowship upon membership in CPA Ontario being revoked. Bylaws 18

4.6.5 The Council delegates its authority to revoke the Fellowship of any Member found to have committed professional misconduct to the Discipline or Appeal Committee, as the case may be. 4.6.6 A Fellow shall have the right to use such designation(s) as prescribed by the regulations. Amended October 19, 2012 4.7 Life Members 4.7.1 Any Member in good standing, except an Honorary member, may, by two-thirds of the votes cast by the Council Members, be elected to life membership in CPA Ontario if the Member: (i) (ii) is a past Chair of CPA Ontario, ICAO, CMA Ontario or CGA Ontario; has rendered conspicuous service to CPA Ontario, ICAO, CMA Ontario or CGA Ontario; or (iii) has attained 70 years of age and has completed 40 years of membership in CPA Ontario, or in a provincial body, 25 of which were as a Member of CPA Ontario, ICAO, CMA Ontario or CGA Ontario or any combination thereof. and June 18, 2014 4.7.2 Each legacy CMA Member, legacy CGA Member and legacy CA Member who was a Retired Life Member or Honorary Life Member in good standing of CMA Ontario, a Life Member in good standing of CGA Ontario, or a Life Member in good standing of ICAO, as the case may be, when the Act came into force, is deemed to have been elected a Life Member of CPA Ontario. New February 21, 2014, amended June 18, 2014 and September 28, 2017 4.7.3 A Life Membership may be revoked as provided in Section 4.20. 4.8 Honorary members 4.8.1 An individual who would not otherwise meet the requirements for membership set out in Section 4.4 may, for conspicuous service to CPA Ontario, ICAO CMA Ontario, CGA Ontario or the profession, be elected an Honorary member of CPA Ontario by two-thirds of the votes cast by the Members present at a meeting of the Members. Amended June 18, 2014 Bylaws 19

4.8.2 An Honorary member may use the designation specified by the Council by resolution from time to time, but otherwise has no rights and privileges of membership, and is not considered a Member for the purposes of the prohibitions set out in the Act. 4.8.3 An Honorary membership may be revoked by two-thirds of the votes cast by the Members present at a meeting of the Members. 4.9 Recognition of Specialists Subject to Subsection 4.26.11: 4.9.1 The Council may, from time to time, pass regulations providing for the training and recognition of specialists. 4.9.2 Any regulation passed pursuant to Subsection 4.9.1 may, among other matters, provide for the registration of specialists, the payment of any fee, and the use or restriction on any associated designation, and the promotion or use of such associated designation shall not be a breach of Clause 3.8.3.2 or Subsection 4.26.6. 4.10 Member Contact Obligations 4.10.1 Every Member shall provide CPA Ontario with the Member s legal and assumed names, and with the Member s residential and business address, telephone number, facsimile number, if applicable, and email address, if applicable. 4.10.2 Every Member s name shall be listed in the member directory available to the public, along with the Member s business contact information, and such other information as the Council may by resolution determine, unless the Member has been exempted from all or part of this requirement by the Registrar. 4.10.3 Every Member shall specify a preferred place of contact (business or residential) for the purposes of being contacted by CPA Ontario. 4.10.4 Every Member shall notify CPA Ontario in writing or by electronic means, either before a change takes place or within thirty (30) days of any change in the Member contact information. 4.10.5 Upon the Registrar becoming aware of a Member being in breach of this section, the Member s rights and privileges of membership may be suspended by the Registrar. The Member shall remain suspended until the Member Bylaws 20

4.11 Member Name complies with the requirements of this section and for an additional period of ten (10) days thereafter. Every Member shall: 4.11.1 practise or hold himself or herself out as a Chartered Professional Accountant only in his or her legal or assumed name as set out in the CPA Ontario register;, June 18, 2014 and September 28, 2017 4.11.2 use any designation controlled by CPA Ontario only in conjunction with his or her legal or assumed name as set out in the CPA Ontario register; and and June 18, 2014 4.11.3 notify CPA Ontario forthwith and provide proof as required by CPA Ontario of any legal change of name. 4.12 Bankruptcy or Insolvency A Member shall notify the Registrar in writing within fifteen (15) days of: 4.12.1 becoming a bankrupt; 4.12.2 making a proposal to creditors; 4.12.3 becoming the subject of a formal proceeding as an insolvent debtor; or 4.12.4 having a business of which the Member is an owner placed under a receiving order, as defined in the Bankruptcy and Insolvency Act, and shall be subject to the requirements set out in the regulations. 4.13 Professional Liability Insurance Any Member or Firm engaged in the practice of public accounting or providing accounting services to the public shall: 4.13.1 maintain professional liability insurance; and 4.13.2 provide CPA Ontario with satisfactory proof of such insurance, in accordance with the requirements established by the Council, from time to time, in the regulations. 4.14 Professional Development All Members shall fulfil the requirements for continuing professional learning and development as set out in the regulations. Bylaws 21

4.15 Register The Registrar shall maintain a register of all Firms and all Members. Such register shall be open to inspection by any person free of charge. Amended September 28, 2017 4.16 Membership Certificates 4.17 Firms Every Member shall be entitled to receive a certificate of membership in CPA Ontario. Membership certificates, including those issued to Fellows and Life Members, are the property of CPA Ontario, and shall be returned to CPA Ontario forthwith upon request. 4.17.1 A Member who wishes to practise through a Firm must apply to the Registrar to be registered as a Firm, subject to the terms and conditions as may be specified in the bylaws and the regulations. 4.17.2 No Member shall practise public accounting or provide accounting services to the public except through a Firm that has been registered in accordance with the regulations and that registration is in good standing. 4.17.3 No Firm shall offer or provide public accounting or accounting services to the public unless it is registered in accordance with the regulations and such registration is in good standing. 4.17.4 In addition, a professional corporation shall not carry on any practice or business permitted by law without a registration certificate in good standing and, further, shall not engage in the practice of public accounting without a certificate of authorization in good standing. 4.17.5 A Member or Firm, shall provide any information or documentation required by the regulations. 4.17.6 A Member or Firm, shall notify the Registrar in writing of any significant change in practice, composition or structure ten (10) days prior to such change being effected. A significant change includes, but is not limited to: 4.17.6.1 the merger, acquisition, closure, or dissolution of a Firm; and 4.17.6.2 for a professional corporation, any change in shareholder, director, officer, articles of incorporation, or dissolution. Bylaws 22

4.17.7 Upon the Registrar becoming aware of a breach of this Section 4.17, the rights and privileges of the Member or Firm may be suspended by the Registrar. The Member or Firm shall remain suspended until the requirements of this Section 4.17 are met and for an additional period of ten (10) days thereafter. 4.17.8 A decision by the Registrar to suspend or revoke a registration under Section 4 or to register a Firm subject to restrictions or conditions may be appealed by the subject of the decision to the Membership Committee, as set out in the regulations. New September 28, 2017 4.18 Resignation 4.18.1 Any Member may submit a written application, in the form set out in the regulations, to resign from membership in CPA Ontario. 4.18.2 The Registrar may: 4.18.2.1 refuse to accept the resignation in accordance with the regulations; 4.18.2.2 impose conditions which must be satisfied before an application to resign is accepted; or 4.18.2.3 accept the resignation. 4.18.3 A resignation shall take effect on the day set by the Registrar. 4.18.4 The public accounting licence of a Member who resigns shall be revoked as of the day the resignation from membership in CPA Ontario takes effect. 4.18.5 A Member who resigns shall return the certificate of membership and any issued public accounting licence or certificate to the Registrar on or before the date the resignation takes effect. 4.19 Suspension of Membership The Registrar may, in accordance with the regulations, suspend the membership of any Member or the registration of any Firm for the failure to: Amended June 18, 2014 and September 28, 2017 4.19.1 Pay all or part of any dues or other amount levied by CPA Ontario or any Committee; Bylaws 23

4.19.2 Provide information or produce documents or other materials required under the Act, the bylaws, or the regulations or Rules passed by the Council, or requested by the Registrar or any Committee; or 4.19.3 Successfully complete any obligation or requirement, or maintain any status, imposed by the Act, the bylaws, or the regulations or Rules passed by the Council, or ordered by any Committee, or to provide proof of such successful completion. Amended October 19, 2012 During the period of suspension, a Member s public accounting licence, if any, shall also be suspended, and the Member or Firm has none of the rights and privileges of membership or registration, as the case may be, but is still subject to the authority CPA Ontario and to all obligations to CPA Ontario. 4.20 Revocation of Membership The Registrar shall revoke the membership of a Member upon the happening of any of the following events: 4.20.1 the Registrar decides to accept the resignation in writing of a Member; 4.20.2 a Member dies; 4.20.3 Sixty (60) days after the imposition of a suspension under Section 4.19, unless, prior to that date, the membership has been reinstated; or 4.20.4 the membership is ordered revoked by a Committee. A Member shall return the certificate of membership and public accounting licence, if any, to the Registrar forthwith upon the revocation of membership. Amended September 28, 2017 4.21 Appeals 4.21.1 A decision by the Registrar to admit to, suspend or revoke a membership under this Bylaw 4 may be appealed by the subject of the decision to the Membership Committee, as set out in the regulations. 4.21.2 Practice and procedure before the Membership Committee, including, but not limited to, the time and manner of filing a notice of appeal, shall be governed by the Rules. Bylaws 24

4.22 Dues 4.21.3 Notwithstanding Subsection 3.18.1, a member of the Membership Committee whose term would otherwise expire remains a member of the Membership Committee until such time as all hearings over which the member is presiding and matters ancillary to such hearings have been concluded. 4.22.1 The Council shall fix fees, dues or assessments (collectively dues ) to be paid to CPA Ontario by Members, Firms, Students and Applicants, and may vary such dues from time to time. The Council shall pass regulations governing such dues and their payment terms and collection. Amended September 28, 2017 4.22.2 The Council may also require each Member to pay to CPA Ontario the amount charged that Member by the Chartered Professional Accountants of Canada for membership in that organization, and the regulations relating to dues shall apply to this amount. 4.22.3 Notwithstanding any suspension, resignation or revocation of membership, a Member or former Member remains liable for any dues levied under the authority of this Section 4.22 prior to revocation of the membership. 4.23 Readmission 4.23.1 The Registrar may readmit as a Member any person, other than a person who was permitted to resign or whose membership was revoked by order of a Committee, as set out in the regulations. 4.23.2 Any person who was permitted to resign or whose membership, licence or certificate of authorization was revoked by order of a Committee may only be readmitted by a reconsideration by the Committee specified in the regulations. 4.24 Liability of Members Members shall not, as such, be held answerable or responsible for any act, default, obligation or liability of CPA Ontario or for any engagement, claim, payment, loss, injury, transaction, matter or thing relating to or connected with CPA Ontario. 4.25 Consent to Disclosure Each Member and Firm is deemed to consent for all purposes to the release of any and all information and documentation in the possession, under the control or within the power of CPA Ontario to any other regulatory body, to enable that regulatory body to carry out its statutory mandate. Bylaws 25